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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SKYWORKS SOLUTIONS, INC. 20 SYLVAN ROAD WOBURN, MA 01801 |
X | |||
| PowerCo Acquisition Corp. 20 SYLVAN ROAD WOBURN, MA 01801 |
X | |||
| /s/ Mark V. B. Tremallo, Name: Mark V.B. Tremallo, Title: Vice President, General Counsel and Secretary, Skyworks Solutions, Inc. | 01/13/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark V. B. Tremallo, Name: Mark V.B. Tremallo, Title: Vice President, General Counsel and Secretary, PowerCo Acquisition Corp. | 01/13/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | PowerCo Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Skyworks Solutions, Inc. ("Skyworks"), Skyworks and Advanced Analogic Technologies Incorporated ("Issuer") entered into an Agreement and Plan of Merger, dated as of May 26, 2011, as amended by Amendment No. 1, dated November 30, 2011, pursuant to which Purchaser conducted a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.001 (the "Shares") per Share, of the Issuer at a price of $5.80 per Share, net to the seller in cash, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 2011. |
| (2) | The Offer expired at 12:00 midnight, Eastern Standard Time at the end of January 9, 2012. An initially estimated 42,861,222 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 96.71% of the Issuer's outstanding Shares. On January 10, 2012, Purchaser accepted for payment all validly tendered and not withdrawn Shares. On January 12, 2012, 1,002,616 Shares tendered under guaranteed delivery procedures were not delivered. As such, Purchaser purchased 41,858,606 Shares total, representing approximately 94.45% of the Issuer's outstanding Shares. Purchaser is the owner of the Shares purchased in the Offer. |
| (3) | Pursuant to the terms of the Agreement and Plan of Merger, Purchaser was given a top-up option to purchase the number of shares equal to the lesser of (i) the number of Shares that, when added to the number of Shares owned by Purchaser as of immediately prior to the exercise of the top-up option, constitutes one share more than ninety percent (90%) of the number of Shares then outstanding (assuming the issuance of the top-up option Shares) or (ii) the aggregate of the number of shares of Issuer common stock held as treasury shares by Issuer and its subsidiaries and the number of shares of common stock that Issuer was authorized to issue under its certificate of incorporation but that were not issued and outstanding (and were not reserved for issuance pursuant to the exercise of Issuer options or warrants) as of immediately prior to the exercise of the top-up option. (footnote continued in footnote 4) |
| (4) | (continued from footnote 3) On January 10, 2012, Purchaser exercised its top-up option as a precautionary measure to ensure it obtained a sufficient number of newly issued Shares to have ownership of at least 90% of the outstanding Shares. Prior to the time the merger was effected, a sufficient number of Shares had been received and verified by the depositary that the top-up option shares were ultimately not required to enable the merger to be effected. |
| (5) | On January 10, 2012, all outstanding Shares of the Issuer were canceled in a merger of the Issuer with and into the Purchaser, in which the Issuer was the surviving corporation. Prior to the merger, Skyworks held 1,000 shares of common stock of the Purchaser, which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the merger, each share of the Purchaser was converted into one share of common stock of the Issuer, resulting in the acquisition by Skyworks of 100% of the equity interest of the Issuer. |